||The introduction of VRML (Virtual Reality Markup Language) in 1994, and other similar web-enabled dynamic modeling software (such as SGI’s Open Inventor and WebSpace), have created a rush to develop on-line 3D virtual environments, with purposes ranging from art, to entertainment, to shopping, to culture and education. Some developers took their cues from the science fiction literature of Gibson (1984), Stephenson (1992), and others. Many were web-extensions to single-player video games. But most were created as a direct extension to our new-found ability to digitally model 3D spaces and to endow them with interactive control and pseudo-inhabitation. Surprisingly, this technologically-driven stampede paid little attention to the core principles of place-making and presence, derived from architecture and cognitive science, respectively: two principles that could and should inform the essence of the virtual place experience and help steer its development. Why are the principles of place-making and presence important for the development of virtual environments? Why not simply be content with our ability to create realistically-looking 3D worlds that we can visit remotely? What could we possibly learn about making these worlds better, had we understood the essence of place and presence? To answer these questions we cannot look at place-making (both physical and virtual) from a 3D space-making point of view alone, because places are not an end unto themselves. Rather, places must be considered a locus of contextualization and embodiment that ground human activities and give them meaning. In doing so, places acquire a meaning of their own, which facilitates, improves, and enriches many aspects of our lives. They provide us with a means to interpret the activities of others and to direct our own actions. Such meaning is comprised of the social and cultural conceptions and behaviors imprinted on the environment by the presence and activities of its inhabitants, who in turn, ‘read’ by them through their own corporeal embodiment of the same environment. This transactional relationship between the physical aspects of an environment, its social/cultural context, and our own embodiment of it, combine to create what is known as a sense of place: the psychological, physical, social, and cultural framework that helps us interpret the world around us, and directs our own behavior in it. In turn, it is our own (as well as others’) presence in that environment that gives it meaning, and shapes its social/cultural character. By understanding the essence of place-ness in general, and in cyberspace in particular, we can create virtual places that can better support Internet-based activities, and make them equal to, in some cases even better than their physical counterparts. One of the activities that stands to benefit most from understanding the concept of cyber-places is learning—an interpersonal activity that requires the co-presence of others (a teacher and/or fellow learners), who can point out the difference between what matters and what does not, and produce an emotional involvement that helps students learn. Thus, while many administrators and educators rush to develop webbased remote learning sites, to leverage the economic advantages of one-tomany learning modalities, these sites deprive learners of the contextualization and embodiment inherent in brick-and-mortar learning institutions, and which are needed to support the activity of learning. Can these qualities be achieved in virtual learning environments? If so, how? These are some of the questions this talk will try to answer by presenting a virtual place-making methodology and its experimental implementation, intended to create a sense of place through contextualization and embodiment in virtual learning environments.